Exhibits 5.2 and 23.3
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OPINION OF JACKSON WALKER L.L.P.
August 30, 2019
864 Beverage, Inc.
200 Peach Street
El Dorado, Arkansas 71730-5836
Ladies and Gentlemen:
We have acted as special Texas counsel to 864 Beverage, Inc., a Texas corporation (the “Texas Guarantor”), in connection with the filing by Murphy USA Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other things, (a) debt securities of the Company’s subsidiary Murphy Oil USA, Inc., a Delaware corporation (“MOUSA”) (collectively, the “Debt Securities”), which may be senior debt securities or subordinated debt securities and which may be issued pursuant to an indenture, between the Company, MOUSA, the Texas Guarantor, the other Subsidiary Guarantors named therein and the trustee or trustees to be named therein, as trustee (the “Trustee”) (the “Indenture”); and (b) guarantees (the “Guarantees”) of the Debt Securities to be issued by the Company, the Texas Guarantor and such other Subsidiary Guarantors.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when (i) the Indenture and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities has been duly authorized, executed and delivered by the Trustee and the Company, MOUSA, the Texas Guarantor and the other Subsidiary Guarantors; (ii) the specific terms of a particular series of the Debt Securities and the related Guarantees have been duly authorized and established in accordance with the Indenture; and (iii) such Debt Securities and the related Guarantees have been duly authorized, executed, authenticated, issued and delivered in accordance with the Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantees of the Texas Guarantor will constitute valid and binding obligations of the Texas Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (w) the enforceability of any waiver of rights under any usury or stay law, (x) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantor’s obligation, (y) the validity, legally binding effect or enforceability of any provision of the Indenture or supplemental indenture that requires or relates to adjustments to the conversion rate at a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Debt Securities to the extent determined to constitute unearned interest.
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